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BALCHEM CORP·4

Feb 13, 5:52 PM ET

Miyata Hatsuki 4

Research Summary

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Updated

BALCHEM (BCPC) EVP Miyata Hatsuki Receives Awards; Shares Withheld

What Happened

  • Miyata Hatsuki, Executive Vice President, Chief Legal Officer & Secretary of BALCHEM Corp (BCPC), received awards and vested equity on Feb 11–12, 2026 and had shares withheld to cover tax obligations. Total awards/vested shares reported: 10,257 (1,710; 2,247; and 6,300) acquired at $0.00. To satisfy tax withholding, 877 shares were disposed on Feb 11 at $178.68 each ($156,702) and 181 shares were disposed on Feb 12 at $177.49 each ($32,126), for a combined tax-withholding value of $188,828.

Key Details

  • Transaction dates and prices:
    • Feb 11, 2026: Award/acquisition of 1,710 shares @ $0.00 (grant)
    • Feb 11, 2026: Vesting/award of 2,247 performance stock units @ $0.00 (includes 37 dividend-equivalent shares)
    • Feb 11, 2026: 877 shares withheld/disposed to cover taxes @ $178.68 = $156,702
    • Feb 12, 2026: 181 shares withheld/disposed to cover taxes @ $177.49 = $32,126
    • Feb 11, 2026: Award/acquisition of 6,300 derivative shares @ $0.00
  • Shares acquired (total): 10,257; shares disposed for taxes: 1,058.
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1: Restricted stock vests over 3 years (25%/25%/50%).
    • F2: 2,247 PSUs vested for the 2023–2025 performance period (includes 37 dividend equivalents).
    • F3: 877 of the 2,247 vested PSUs were withheld for taxes.
    • F4: 181 shares withheld to cover taxes on restricted shares (granted 2/12/2025).
    • F5: Options vest 20%/40%/40% (not part of these reported cash transactions).
  • Filing timeliness: Reported period of transaction 2026-02-11; Form 4 filed 2026-02-13 — appears timely (within the 2-business-day filing window).

Context

  • This filing primarily documents award vesting and routine tax-withholding (code A for awards/grants; code F for tax withholding). The withheld/disposed shares were used to satisfy tax obligations upon vesting rather than open-market sales for investment purposes.
  • The 6,300 "derivative" shares reflect an award/derivative grant reported at $0.00; the filing does not indicate an open-market purchase or a separate cash option exercise.
  • These are routine insider equity vesting and withholding transactions and are informational rather than direct buy/sell signals.